Form 8-K - Current report

0001428336false00014283362024-11-272024-11-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

November 27, 2024

HEALTHEQUITY, INC.

Delaware

001-36568

52-2383166

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

15 West Scenic Pointe Drive

Suite 100

Draper, Utah 84020

[phone]

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, par value $0.0001 per share			HQY			The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01    Entry into a Material Definitive Agreement

On November 27, 2024, HealthEquity, Inc. (the “Company”) and its wholly owned subsidiary WageWorks, Inc. agreed to settle their lawsuit with Union Mesa 1, LLC related to the termination of a lease in April 2021, which lawsuit was previously disclosed in the Company’s periodic reports on Forms 10-K and 10-Q. Under the terms of the settlement, Union Mesa retained $2.8 million from a letter of credit that it previously received, and the Company and WageWorks jointly agreed to pay Union Mesa an additional $30.0 million. In exchange, the Company, WageWorks and Union Mesa each agreed to dismiss the lawsuit with prejudice and to release the other parties from all claims, as well as all past and future liability under the lease. The Company expects to record the settlement as a merger integration expense in the fiscal quarter ended October 31, 2024, with payment expected to be made during the fiscal quarter ending January 31, 2025.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description
104			Cover Page Interactive Data File (formatted in Inline XBRL)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			HEALTHEQUITY, INC.
Date: November 29, 2024			By:						/s/ James Lucania
			Name:						James Lucania
			Title:						Executive Vice President and Chief Financial Officer

Cover Page	Nov. 27, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 27, 2024
Entity File Number	001-36568
Entity Registrant Name	HEALTHEQUITY, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	52-2383166
Entity Address, Address Line One	15 West Scenic Pointe Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Draper
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84020
City Area Code	801
Local Phone Number	727-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	HQY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001428336
Amendment Flag	false

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